Terms of Business

1. Payment of bills

Bills may be paid by cheque, banker’s draft or telegraphic transfer.  Details of our bank accounts to which payments should be made appear on our invoices. We do not accept payment in cash or by credit card.

We reserve the right to claim any material exchange losses from you as a result of our invoices or disbursements paid on your behalf being settled in a currency other than the original billing currency.

Foreign withholding tax: If any tax or amounts in respect of tax that must be deducted, or other deductions that must be made, from any amounts payable to us, you will pay such additional amounts as may be necessary to ensure that we receive a net amount equal to the full amount we would have received had payment not been made subject to tax or any other deduction.

2. Disbursements and expenses

Disbursements:  if we need to incur expenses while acting for you they will be itemised on your invoice.  You agree to reimburse us for all usual costs, charges and other expenses reasonably incurred by us on your behalf or otherwise in connection with our engagement with you. We will, of course, advise you in advance of any unusual expenses or charges and seek your approval before incurring them whenever practicable.

Expenses:  unless agreed otherwise, we will charge travel and subsistence expenses, transaction fees (including bank fees), courier fees, external copying and document production and other similar expenses necessarily incurred by us with third party providers in connection with our engagement with you either at cost or at appropriate standard rates (which may include a fee or charge). 

Telephone and fax – lengthy fixed line, international calls and significant mobile telephone expenses will be charged at cost, unless otherwise agreed.  We may at our discretion charge a reasonable flat rate or lump sum to cover telephone calls made.

3. Client identification documentation

We are required to obtain satisfactory evidence of the identity of their clients.  We should be grateful, therefore, if you would provide us with documents to verify your identity if you have not already done so.  If we have not already discussed the requirements, details will be enclosed with the engagement letter or will be provided shortly.  This applies to all new clients and, from time to time, to existing clients.  If we are not given satisfactory information in sufficient time, we will be obliged to terminate our engagement.

4. Information: disclosure and confidentiality

We will hold in strict confidence any confidential information obtained regarding you and your business and we will not disclose it to others without your permission except as may reasonably be necessary for the purposes of providing our services or as permitted or required by statute, regulation or as set out below.

Our work may require us to give information to third parties such as other professional intermediaries and advisers.

We will not act where we have a conflict of interests save with your consent.

As regards confidentiality and disclosure you agree and recognise that:

(a)             We may hold or obtain confidential information about another client or prospective client or its business which might reasonably be expected to be material to the matter or matters upon which we are engaged by you.  Just as we respect and will uphold our duty of confidentiality to you, you accept that we will owe you no duty to disclose such information about another client or prospective client or its business.  This will be so even where your interest is adverse to it.

(b)             Where we hold confidential information about you or your business, we shall not be precluded from acting or continuing to act for another client or prospective client or its business where that information might reasonably be expected to be material to it and it has an adverse interest to you provided that it is reasonable for us to act in those circumstances and that all proper steps are taken by us to ensure that confidential information about you and your business is safeguarded, protected and not disclosed.

We reserve the right to disclose our files to regulatory bodies in the exercise of their powers to meet legal and regulatory compliance requirements.  We reserve the right to disclose files to our auditors who will, at all times, respect client confidentiality.

We also reserve the right to disclose, when necessary, our files and those of our clients to our professional indemnity insurers and to provide information to our insurance brokers in relation to these communications with insurers.  Both our professional indemnity insurers and brokers are regulated by the Financial Conduct Authority and take such steps as necessary to protect our clients' confidentiality.

If we are required for any reason (whether during the course of our engagemennt or after it has terminated) compulsorily to disclose documents or to give information orally or in writing relating to a matter or your affairs pursuant to a Court order, notice or demand served by an entity or person with the authority to compel such disclosure, then we shall comply.    If any documents or information are subject to legal professional privilege, if possible we will let you know and advise you of the opportunity to claim privilege.  Unless you confirm any claim to privilege, we reserve the right to treat it as waived.  We shall be entitled to charge for time incurred by us and any disbursements.

We use some Cloud based platforms to deliver some of our services to you. By accepting the Engagement Letter and Standard Terms, you signify consent to the use of such Cloud based services.

Details which identify the individual to whom the Standard Terms are sent together (if relevant) with such details of other key individuals within your organisation supplied to us from time to time will be entered on to our database.  We will use these details primarily to provide you with our services.

They will also be kept on our database for administration and accounting purposes, to enable us to undertake any searches with credit reference agencies and so that we can send you or such other identified individuals relevant information about us and our services and about developments and events which we consider may be of interest to you.  By accepting the engagement letter and the Standard Terms, you signify consent on behalf of all relevant individuals.

However, except as permitted above or required by law, we will not disclose any information so provided without consent.  All personal information will be processed in accordance with applicable privacy laws. For details about what personal information we collect and why, we refer you to our Privacy Notice on our website.

5. Intellectual Property Rights

We retain all copyright and other intellectual property rights in all materials and know-how developed or created by us either before or in the course of carrying out any work for you, although you may freely distribute copies of these materials within your own organisation, for the purposes of the matter for which we are engaged.

6. Correspondence by e-mail and other electronic material

Unless otherwise directed by you, we may correspond by e-mail or other electronic media.  As with any other means of delivery, this carries with it the risk of inadvertent misdirection or non-delivery.  It is the responsibility of the recipient to carry out a virus check on any attachments received.  As internet communications are capable of data corruption, we do not accept any responsibility for changes made to such communications after their despatch.  For this reason it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.  All risks connected with sending commercially sensitive information relating to your business are borne by you and are not our responsibility.  If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication and also make sure that you do not use e-mail to communicate with us

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7.              Outsourcing and file review

Sometimes we ask other companies or people to undertake document production or to provide administrative services for us to ensure that work is done promptly.  We will always enter into a confidentiality agreement with these outsourced providers and will use only reputable and trusted organisations and individuals.

From time to time, external firms or organisations may conduct audit or quality checks on our business.  These external firms or organisations are required to maintain strict confidentiality in relation to your files.

9. Storage of papers

After completing our engagement with you, we are entitled to keep all your papers and documents while money is owing to us.   After that we will return them to you at your request.  We will not destroy documents you ask us to deposit in safe custody.  Otherwise, we reserve the right to destroy papers seven years after delivery by us of a final invoice.  This time limit also applies to documents held in electronic format.  We will not, as a rule, retain paper copies of documents which are also held by us in scanned form or otherwise electronically unless you request us to do so.

10. Equality and Diversity

We are committed to promoting equality and diversity in all our dealings with clients, third parties and employees. 

11. Administration

You are kindly asked to let us know as soon as possible:

                            -          any change of name or address

                            -          any change in billing details

Notification should be sent to the person responsible for your work.

12. Jurisdiction

Our engagement will be governed by and construed in accordance with Scottish law.  Any disputes or claims arising shall be subject to the exclusive jurisdiction of the Scottish Courts to which you irrevocably submit, save that, at our election, we may institute proceedings and pursue a claim for unpaid fees against a client in their local jurisdiction and Court.  We reserve the express right to seek and recover damages and costs as appropriate.

0131 261 6630

2 Walker Street, Edinburgh, EH3 7LB, United Kingdom

  • Governex Limited Fcbk
  • Governex Limited

©Governex 2020.

Governex is a trading name of Governex Limited a private company registered in Scotland with company number SC654245.

Registered office Summit House, 4 - 5 Mitchell Street, Edinburgh, United Kingdom, EH6 7BD